NURSA™ TERMS OF SERVICE AGREEMENT

Last update: November 14 2020

PLEASE TAKE NOTICE THIS IS A BINDING CONTRACTUAL AGREEMENT AND BY ENTERING INTO TO THIS AGREEMENT YOU ARE ACCEPTING, ACKNOWLEDGING, AND AGREEING TO ALL TERMS AND OBLIGATIONS AS OUTLINED BELOW.

YOU MUST BE AT LEAST 18 YEARS OF AGE TO AGREE TO THIS TERMS OF SERVICE AGREEMENT, AND USE THE NURSA™ APP. IF YOU ARE NOT 18 YEARS OLD YOU ARE NOT AUTHORIZED TO USE THE NURSA™ APP OR THE NURSA™ PLATFORM.

This Terms of Service Agreement (“Agreement”) is entered into by you, as a Clinician or Facility (as defined below) and NURSA™, INC. (“NURSA™,” “Company,” “we,” “us,” “our”) at 5295 S. Commerce Dr. STE 600, Murray, UT 84107 (“NURSA™”). Unless otherwise defined, the parties may mutually be referred to as “Parties.” In consideration for the promises, covenants, use of the NURSA™ app, and mutual agreements as stated herein the parties hereby agree as follows:

  1. DEFINITIONS
  2. “Clinician” means a healthcare professional engaged in the care of patients that may be seeking to work per diem shifts at a Facility through the use of the NURSA™ app.
  3. “Listing Facility” or “Facility” means any institutional health service provider, institution, place, building, or portion thereof, whether a partnership or corporation, whether public or private, used, operated, or engaged in providing health care services to patients that may be seeking the acquisition of a Clinician to work per diem shifts at its location(s) through the use of the NURSA™ app.
  4. “NURSA™ app”, “app”, or “Our Platform” is a software platform that provides a marketplace where Clinicians who are seeking work opportunities for per diem shifts can be matched with a variety of available jobs published, posted, or listed by a Listing Facility or another source through the platform.
  5. “Confidential Information” means information about the Company and its Customers, Customer Prospects, Proprietary Information, Independent Contractors, and/or Vendors that is not generally known outside of the Company, which you will learn or may have access or have been privy to of in connection with your involvement or engagement with the Company. Confidential Information may include, without limitation: (1) the Company’s business policies, finances, pricing lists, financial information, processes, procedures, internal workings, and business plans; (2) the Company’s financial projections, including but not limited to, annual sales forecasts and targets and any computation(s) of the market share of Customers and/or Customer Prospects; (3) the identity of the Company’s Customers, Customer Prospects, and/or Independent Contractors (including but not limited to names, addresses, telephone numbers, emails, protected or regulated personal identifying information, health information, or any information in any way that may be or has been disclosed unto you through the use of the NURSA™ app or disclosed from Company or its employees; (4) any list(s) of the Company’s Customers, Customer Prospects, and/or Vendors, Independent Contractors; (5) the names and addresses of the Company’s employees and other business contacts of the Company; and (6) the techniques, methods, and strategies by which the Company develops, manufactures, markets, distributes, or related thereto.
  6. “Proprietary Information” means and shall include but not limited to any and all discoveries, developments, methods, processes, compositions, works, lists, tables, concepts, and ideas (whether or not patentable or copyrightable) domain names, trade secrets, copyrights, ideas, techniques, technical data, know-how, inventions (whether patentable or not), and/or any other information of any type relating to designs, configurations, toolings, documentation, recorded data, schematics, circuits, mask works, layouts, source code, object code, master works, master databases, algorithms, flow charts, formulae, works of authorship, mechanisms, research, manufacture, improvements, assembly, installation, intellectual property including patents and patent applications, photographs, negatives, digital images, software, computer programs, ideas, research, developments, inventions (whether or not patentable), processes, formulas, technology, designs, drawings, engineering, hardware configuration information, forecasts, strategies, marketing, finances or other business information and the information concerning the Company’s actual or anticipated business, research or development, or which is received in confidence by or for the Company from any other person which is conceived, made, developed, maintained, created, or reduced to practice by company or that you encounter during your use of the Our Platform or engagement with Company, which may be directly or indirectly useful in, or related to, the business of the Company or any business or products contemplated by the Company.
  7. “Shift” refers to a posted period of time on a specified date and time during which a clinician is hired by and works for a facility through the Nursa app, typically ranging from one to sixteen hours in length
  8. “Shift Report” refers to the record, completed after a shift, between a clinician and a facility to record details about the shift performed through the Nursa application; shift reports include details around start time, end time, and length of break (if any)
  9. “No-Call No-Show” refers to an instance when a clinician is scheduled and accepted for a shift by a facility, but then the clinician does not contact the Facility and/or Nursa to alert all parties that the Clinician will not be able to fill the scheduled shift, as expected by the Facility
  1. ACCEPTED USE OF THE NURSA™ PLATFORM

NURSA™ is a software platform that connects Facilities with Clinicians for the performance of per diem shifts or other professional service needs of healthcare facilities. In turn, the NURSA™ Platform empowers healthcare facilities to bring in the talent they need without spending time and resources on traditional nursing recruitment processes.

We may grant you access to our app as a Facility so you may post per diem shifts you may need to be filled at your location. We may also grant Clinician access to search, request, and accept per diem shifts that Facilities post. With the use of our NURSA™ app Platform, Facilities and Clinicians may make connections and engage each other so that per diem shifts are completed. In essence, this is the accepted use of our Platform. We may provide you with certain information through the use of our app or our Platform. Such information may include, but is not limited to, documentation, data, or information developed by the Company, provided by Facilities, provided by Clinicians, and other materials which may assist in your use of our app. Subject to this Agreement, the Company grants you a non-exclusive, limited, non-transferable and revocable license to use only the information necessary in connection with the acceptable use of our Platform, as we may determine as appropriate. This information or documentation may not be used for any other purpose other than the sole and exclusive use of our Platform and this license terminates upon your cessation of the use of our app or upon termination as stated herein. Any granted or assumed license does not grant you any rights, interest, or title to any other Intellectual Property as described herein.

NURSA™ will allow facilities to list any of its required or needed per diem shifts on our Platform so Clinicians can view and request any listed per diem shift. Facilities shall have the sole responsibility to accept any potential Clinician who requested a shift. The parties understand that any shift that is listed on our Platform is not the product or under the control of NURSA™. All information contained in any listed per diem shift, any error, or other discrepancy regarding a listed per diem shift is the the sole responsibility of the Facility who shall also bare any and all liability, in any way, therefrom. NURSA™ and our Platform will allow Clinicians to view, request, and potentially accept any Facility listed shift that is within a Clinician’s scope of practice, licensure, certification, or clinical competence. You understand, consent, and acknowledge that NURSA™ may use subcontractors in order to provide any of the services described herein so that you can access and use our Platform.

  1. AGE RESTRICTION AND AUTHORITY.

You must be at least 18 (eighteen) years of age to use the NURSA™ app. By agreeing to this Agreement, by any use of the NURSA™ app, or by creating a profile in the NURSA™ app, you represent and warrant that you are at least 18 years of age, have the legal capacity and authority, consent, or agency to enter into this Agreement on behalf of yourself or another entity, if applicable. We assume no responsibility or liability for any misrepresentation of your age or authority and any such misrepresentation shall be a material breach of this Agreement and you further recognize that you waive and are estopped from asserting otherwise in any legal or arbitration proceeding.

  1. ACKNOWLEDGMENT

You acknowledge that you are entering into this Agreement either by clicking “I agree” at the bottom of this Agreement, by any use of the NURSA™ App, by signing or acknowledging this Agreement, or by creating a profile in the NURSA™ app as a Clinician or a Facility, that you expressly acknowledge that you understand this Agreement in its entirety and accept all of its terms and obligations. If you do not agree to be bound by the terms and conditions of this Agreement, you shall not use or access Our Platform or any of the services provided through Our Platform. Unless otherwise designated, each term, condition, or obligation as stated herein shall apply to and be binding upon each Clinician and Facility. You further acknowledge that your transaction or signature in our records may not be denied legal effect because such acknowledgement or signature is conducted or executed in electronic form. If a record or signature is required by any law, you consent that your electronic record, signature, or acknowledgment satisfies that requirement.

  1. INTELLECTUAL PROPERTY

We, NURSA™, own our software platform and all of the text, images, software, trademarks, service marks, Confidential Information, Proprietary Information, other property contained on our websites, digital apps, software, or any other such tools, materials, or elements otherwise associated with the operations of Our Platform in any way whatsoever (“Intellectual Property”). But for your use of the NURSA™ app and any applicable Terms of Use or other applicable use license that may have been granted or allowed, if any, you shall have no right or title to and will not copy, obtain, disseminate, or transmit any Intellectual Property, except for your individual use in accordance with this Agreement or our Terms of Use, which are incorporated herein by reference. All copyright, trademark and other proprietary rights notices included on Our Platform as presented on Our Platform must appear on all copies you print or create in any way if you have been granted such a license to use. Other product, service, or company designations, logos, trademarks, or the like that may exist on Our Platform shall belong to their respective owners and any infringement thereupon shall be pursuant to law. Your use of and access to Our Platform do not grant you any license or right to use any of the marks included on Our Platform in any way whatsoever. Any license or use of any Intellectual Property shall be only granted by us in writing.

In the event that a party is requested pursuant to, or required by, applicable law or regulation to disclose any Intellectual Property, or any other information concerning NURSA™, that party shall provide NURSA™ with prompt written notice of such request or requirement in order to enable NURSA™ (i) to seek an appropriate protective order or other remedy, (ii) to consult with the parties with respect to NURSA™’s taking steps to resist or narrow the scope of such request or (iii) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, or NURSA™ waives compliance, in whole or in part, with the terms of this Agreement, the parties shall use commercially reasonable efforts to disclose only that portion of the Intellectual Property that is legally required to be disclosed and to ensure that all Intellectual Property that is so disclosed will be accorded confidential treatment. All right, title, and interest in and to the Intellectual Property will remain the exclusive property of NURSA™.

Nothing in this Agreement will be construed to grant the parties any rights to or license under the Intellectual Property or under any related patent, patent application, trademark, copyright, know-how, or other intellectual property of NURSA™. You further agree that if you are questioned about information subject to this agreement by anyone not authorized to receive such information, you will notify the Company within 24 hours of such a request.

  1. Duty of Confidentiality and Restriction. At any and all times relevant and surviving in the future and during your engagement or involvement with the Company you, your agents, employees, associated personnel, shall not directly or indirectly divulge, export, disclose, allow access, or otherwise disseminate any Company’s Intellectual Property outside of your use of the NURSA™ app so long as it is in conformity with this Agreement. At all times relevant and surviving in the future, except as is reasonably necessary in the performance of the parties obligations to NURSA™, use of Our Platform, and in concert with this Agreement, you shall not directly or indirectly divulge, export, disclose, allow access, or otherwise disseminate any Company’s Intellectual Property to anyone for any reason without NURSA™’s express written consent before, during, or after your use of the NURSA™ app. You acknowledge that you may request, receive, or may have previously obtained Intellectual Property in conjunction with your use of Our Platform association with the Company. The parties acknowledge that NURSA™’s Intellectual Property may continue to increase in its amount, content, or duration and is not limited to any scope. Notwithstanding the foregoing, Intellectual Property shall not include any information that: (A) was in or entered the public domain through no fault of the parties and not in violation of this Agreement; or (B) is disclosed to the parties by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality.
  2. Nature of Intellectual Property. The parties acknowledge and agree that the Intellectual Property protected by this Agreement is of a special, unique, unusual, extraordinary and intellectual character that money damages would not be sufficient to avoid or compensate for the unauthorized use or disclosure of the Intellectual Property or the breach of the covenants herein; and that specific performance, injunctive relief, and other equitable relief would be appropriate to prevent any actual or threatened use or disclosure of the Intellectual Property or breach of the covenants herein. The parties also acknowledge that the interests of NURSA™ in and to its Intellectual Property may be irreparably injured by disclosure of such Intellectual Property. The remedies stated above may be pursued in addition to any other remedies available at law or in equity for breach of this Agreement, and the parties agree to waive any requirement for the securing or posting of any bond or other security in connection with such remedy. Should litigation be instituted to enforce any provision hereof, the prevailing party will be entitled to recover all costs, including, without limitation, reasonable legal fees, cost of investigation and cost of settlement.
  1. YOUR INFORMATION AND USE.

We will use Clinician and Listing Facility information and data (“Your Information”) to provide agreed upon service as permitted by these terms and in accordance with our Privacy Policy, which is incorporated herein by reference. You acknowledge and agree that in order to provide our service and for you to use Our Platform, we may: (i) copy Your Information that you store on Our Platform, or on a third-party service to which you facilitate our access via an API (“application programming interface” or other means); and (ii) modify and transfer Your Information back to such third party, all subject to such third party’s terms of service governing Your Information. We may retain copies of Your Information to comply with federal and state laws and audits. You shall have sole responsibility for the accuracy, quality, and legality of Your Information provided on Our Platform. You warrant that any and all information that you provide to us in any way relating to your use of the NURSA™ app, background check, or other process that we may request is accurate and complete and you shall indemnify us and hold us harmless from any inaccuracies, omissions, or erroneous information or documentation you may provide to us.

Depending on whether you’re a Clinician or a Listing Facility and in order to provide you with a variety features and service, you authorize NURSA™ the ability to share the following categories of your personal information (“Your Information”) with third parties for business use and in conjunction with your use of the NURSA™ app, including but not limited to:

  • Personal identifiers, such as your name, address, email address, phone number, date of birth, government identification number (such as social security number), driver’s license information, etc.
  • Financial information, such as bank routing numbers, tax information, and any other payment information you provide us;
  • Internet or other electronic network activity information, such as your IP address, type of browser, version of operating system, carrier and/or manufacturer, device identifiers, and mobile advertising identifiers; and
  • Location or geo-location data.
  • Any information or documentation that you upload or send through the NURSA™ app, e.g., professional license information, credentials, certifications, accolades, or other professional merits or identifiers.
  • Background Check results
  • Drug Screen results
  • COVID-19 and other Vaccine status

You acknowledge that our use of this information is a permissible use under the Fair Credit Reporting Act (FCRA) (15 U.S.C. sec 1681), the Gramm-Leach-Bliley Act of 1999 (Financial Modernization Act of 1999) (15 U.S.C. 6801 to 6809) (“GLBA”) or any related state law or regulation. You further acknowledge and authorize NURSA™ the ability to use and disclose this information to a Facility or Clinician in connection with your use of the NURSA™ app. You waive any liability against NURSA™, in any way, regarding the use and disclosure of your information to any Facility, Clinician, or third party so long as that disclosure is related, however slight, to your use of the NURSA™ app.

We may monitor the performance and use of Our Platform by all of our customers and combine this data with other data including Your Information and use such combined data in an aggregate manner. You hereby agree and authorize NURSA™ to collect, use, and publish such aggregate data for the purpose of creating statistics regarding our customer base. Examples of our use of such Information include, but are not limited to, the number of users of Our Platform, number of transactions, and growth rates.

  1. Safeguarding Your Information. We shall utilize commercially reasonable physical, managerial, and technical safeguards to secure Your Information on Our Platform from unauthorized and unwanted use or disclosure. NURSA™ will us all commercially accepted and reasonable efforts to: (a) protect the confidentiality of Your Information and confidential information using the same degree of care that it uses with Our Platform and any confidential information, but with no less than reasonable care; (b) not use any of Your Information or confidential information for any purpose outside these terms; and (c) not disclose Your Information and confidential information to any party other than our personnel, Facilities, contractors, advisors, and agents. If NURSA™ is legally compelled to disclose any of Your Information or confidential information, NURSA™ will provide you prior written notice of such requirement so that you may seek a protective order or other appropriate remedy with these terms.
  1. COMMUNICATION OPT-IN

By entering into this agreement or through use of Our Platform, you acknowledge, consent, and hereby subscribe to receive communications from us or our affiliated partners, to your email address, telephone number, mobile number, physical address, or the like, including via email, text message, calls, social media communications, website communications, and push notifications. You acknowledge that we may use pre-recorded communications that may be generated by automatic telephone dialing systems. Communications from NURSA™, or any affiliated partners may include but are not limited to: operational communications concerning your account or use of Our Platform, updates concerning new and existing features on Our Platform, communications concerning promotions run by us or a third-party partners, and/or news concerning NURSA™ and industry developments, or for any reason related to the use of our app or services related thereto. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. You may receive messages at least on a weekly basis through different modes of communications from NURSA™ or affiliated companies. We may also reach out to you to complete certain questions we may have including but not limited to your relationship with us, your use of our app, in order to complete any additional information regarding your profile, or to set up your account. We may store your mobile number and information on our app in your profile and may use your mobile number so that we can contact you regarding your use of our app as stated herein or by our Terms of Use which are incorporated herein by reference.

If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of other promotional messages, you can manage your communication preferences within your account settings on Our Platform, however you acknowledge that opting out of receiving any type of promotional message may impact your use of Our Platform or related services. You may further opt-out by writing us, emailing us, or calling us at: 5295 S. Commerce Dr., Murray, UT 84107, support@nursa.com, (801) 695-9609.

  1. ADDITIONAL TERMS APPLICABLE TO CLINICIANS

As a Clinician, these additional terms apply to your use of Our Platform. You acknowledge and agree that no employment, agency or joint venture relationship is established between you and NURSA™ as stated herein. Additionally, you agree that no employment, agency, or joint venture relationship is established between you and any Listing Facility. In the event that law requires your services to be that of an employee for and on behalf of a Facility, you agree that you shall abide by any legal requirement for employment and you shall waive and renounce any argument, claim, cause of action, damage, recourse, or the like that you are an employee, agent, or associated in any way other than an independent contractor of NURSA™ at any time during your use of the app or thereafter.

You have sole and absolute discretion to choose when, where, how and with which Facility you engage your professional services with as a Clinician. You use our app and engage your professional services within your own free will and choice.

  1. Independent Contractor Status. The Clinician will perform its services unto a Facility under its applicable licensure, certification, or scope of practice as an independent contractor, retaining control over and responsibility of its own professional services. Clinician shall ensure that it has any and all applicable licenses or certifications to perform any of the services it requests or that a Facility may request. Clinicians shall control the time, manner and place of performance of the services it performs for any Facility. Without limiting the foregoing, Clinician acknowledges and agrees that Clinician shall not have any right to any compensation or benefits that NURSA™ grants its employees, including, without limitation, any salary, pension, stock, bonus, profit sharing, insurance of any kind, health or other benefits that are available to employees of NURSA™. Clinician will not be considered an employee or agent of NURSA™ as a result of this Agreement, nor will Clinician have the authority to contract in the name of or bind NURSA™ based on the consulting relationship established hereunder.

Further, by executing this Agreement, Clinician states, acknowledges, and declares in specificity the following:

  • The Clinician acknowledges that the Clinician operates the Clinician’s own independent business and is providing services through or in connection with the NURSA™ marketplace as an independent contractor.
  • The Clinician acknowledges that the Clinician is not an employee of NURSA™ and the services rendered in connection with NURSA™ or Our Platform do not establish any right to unemployment benefits or any other right arising from an employment relationship.
  • The Clinician is solely responsible for all tax liability associated with payments received from or through NURSA™ and NURSA™ will not withhold any taxes from payments to the Clinician.
  • The Clinician is responsible for obtaining and maintaining any required registration, licenses or other authorization necessary for the services rendered by the Clinician.
  • The Clinician additionally acknowledges the following to be true:
  • That the Clinician is not insured under NURSA™’s health insurance coverage.
  • That NURSA™ does not restrict the Clinician’s ability to perform services for or through other parties and the Clinician is authorized to accept work from and perform work for other businesses and individuals besides through the NURSA™ app. Clinicians are not required to perform work exclusively through the NURSA™ app.
  • That the Clinician has the right to accept or decline requests for services through the NURSA™ app.
  • That NURSA™ expects that the Clinician provides services for other parties and is not exclusive to NURSA™.
  • That the Clinician is not economically dependent on the services performed for or in connection with NURSA™.
  • That NURSA™ does not dictate the performance, methods or process the Clinician uses to perform services. Further, NURSA™ does not have the authority to supervise or control the actual work of the independent contractor or the independent contractor’s employees.
  • That NURSA™ has the right to impose quality standards or a deadline for completion of services performed, or both, but the Clinician is authorized and allowed to determine the best days for it to work and the best time periods for it to work.
  • That the Clinician will be paid by or through NURSA™ based on the work the Clinician is contracted to perform for Facilities and that NURSA™ is not providing the Clinician with a regular salary or any minimum, regular payment.
  • That NURSA™ will not provide and the Clinician is responsible for providing and maintaining all business registrations, licenses, tools, and equipment required to perform the services performed.
  • That the Clinician is responsible for all expenses incurred by the Clinician in performing the services.
  • You understand that we cannot confirm any renewal status of your licensure or certification or hours worked under required supervision that may be required by federal, state, or local law. You shall track and record any information, documentation, or necessary requirements for your own licensure renewal, status, or other requirements as required by the appropriate licensing authority.
  1. Cancellation Policy of your Accepted and/or Scheduled Shift.

As a Clinician, you should not cancel on your commitment and/or acceptance of a shift to a Listing Facility without valid reason. We’re all here to help deliver better patient care and we understand that managing patients is incredibly vigorous work. You understand and acknowledge that cancellations from Clinicians for a shift can cause serious challenges for a Listing Facility in their observance of safe patient ratios and maintaining compliance with Federal and State laws. As such NURSA™ reserves the sole right to determine whether or not your reasoning for a cancellation is valid and/or excusable. Invalid cancellations may result in your account being put on a temporary or permanent hold or block. You as a Clinician warrant that you will adhere to any regulated and legal standards or requirements regarding hours worked and competency to ensure that you are able to fulfill the professional services you have agreed to perform for any Facility.

To provide the best patient care possible, NURSA™ enforces a strict cancellation policy. We understand that things come up unexpectedly, and we do what we can to work with you in those situations. However, quality care requires Clinicians to be dependable, responsible, and communicative. For this reason, you acknowledge that you shall double check your schedule before making a request for a shift to ensure you can perform the professional services you would be obligated to perform when requesting any particular shift. As a Clinician you recognize, consent to, and understand the following:

  • If a Clinician Cancels the Shift:
  • If a Clinician is scheduled but unable to work a shift for any reason, the Clinician is required to cancel the shift through the NURSA™ app. Clinicians are encouraged to contact the Facility to notice and explain justification for the cancellation reason.
  • A clinician’s first two cancellations in a rolling 30-day period are not penalized. However, once a clinician incurs three (3) cancellations in a 30-day period, the clinician’s account will be frozen for 14 days.
  • If a Clinician No-Call No-Shows
  • NURSA™ does not tolerate no-call no-shows (NCNS). If a clinician NCNS to a shift, the clinician’s account may be frozen for 14 days, during which time the clinician cannot request shifts. This is true for a clinician’s first and second NCNS.
  • If a clinician NCNS three (3) times over the lifetime of using Nursa, the clinician will be permanently removed from the NURSA™ app and unable to request shifts.
  • NURSA™ also reserves the absolute and sole right to restrict a user’s account or permanently prevent users from using our app or our platform for any reason it deems appropriate or that is in violation of law or this Agreement, however slight.
  1. Payment Terms. As a Clinician, you will receive payment for your provision of services unto a Facility on a regular basis determined by NURSA™. You acknowledge and understand that NURSA™ may use a third-party party payment processing service. In order to use our app you may be required to authorize payment through a third party. You also authorize NURSA™ to assist with the payment for your independent contracting services through a third-party payment processor. These payments are typically processed on military time and after a shift report has been properly processed. NURSA™ will use all reasonable efforts to make sure you are paid promptly. However, you acknowledge that payments may be delayed for reasons beyond our control. You acknowledge, disclaim, and waive any liability with respect to (i) the actions and omissions of the Listing Facility, whether resulting from their negligence or willful misconduct or otherwise regarding any payments, or (ii) any payments or other amounts owed to you by the Listing Facility.
  1. Background Checks. You understand that we may put a hold on your account or permanently prevent you from using our app or our platform which will stop you from picking up any shift if you do not complete the required steps involved in our background check process. This includes but is not limited to, not completing the wallet in your profile, not completing required authorization forms, and not completing fingerprints, or not following through with the necessary process to finalize and complete any background check.

You agree to allow communication to you to be completed through a combination of emails, calls, text, or communications through partner vendors or our third-party background check processor. You acknowledge that if you do not complete all the necessary steps or requirements to have a background check completed within a reasonable period of time (as determined by Nursa), then Nursa has the right to restrict or permanently prevent you from using or accessing our Platform.

You acknowledge and authorize NURSA™ to conduct, research, share, disclose, or otherwise make available on your Clinician profile the following information or documentation, including but not limited to:

  • OIG Exclusion Check
  • Office of Inspector General – List of Excluded Entities
  • Office of Inspector General – Most Wanted Fugitives
  • System for Award Management – Excluded Parties
  • Office of Foreign Asset Control – Specially Designated Nationals
  • Sex Offender Registry Check
  • Any State Background Check
  • Any State Registry Check;
  • National Criminal Background Check
  • Third-party Background Check
  • License/Certification Status and Expiration
  • TB Testing and any Required Immunizations to include COVID-19 and Influenza.
  • Any other Credential, Documentation, Professional or Industry certifications, registration, or the like which we may request or that you may upload.
  • Any past disciplinary actions against you or your licensure/certification.

You, the Clinician, bear the sole and absolute responsibility to review all information that you provide to NURSA™, that you upload into the app, or that is presented/contained on your profile by other means, third-parties, or us. You shall further indemnify and hold NURSA™ harmless for any error, omission, failure to update, or other discrepancy that may exist now or in the future, known or unknown, with any information or documentation that you provide to NURSA™ or upload into the NURSA™ app, or provide to our third party affiliates, such as our background check or payment processing companies.

  1. Tax Withholding, Insurance, Benefits. As a Clinician, you understand and acknowledge that it is your sole responsibility for withholding, accruing, and paying any and all income taxes, withholding taxes, social security, or other taxes and amounts required by law relating to any payments you may receive by virtue of using our app or performing professional services unto a Facility. You acknowledge and consent that NURSA™ will report all payments made on your behalf through IRS 1099 tax form for each tax year.

As a Clinician you shall also be responsible for any insurance that may be required by law for your clinical competency or health care services you may render. The Independent Contractor shall provide Client with a completed W-9 form.

  1. Self Control. NURSA™ does not and shall not be deemed to, direct or control you or in your performance of professional services unto a Facility or under this Agreement specifically, including in connection with your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize Our Platform or perform any professional services unto a Facility. You retain the option to apply for or ignore any shift listed on Our Platform. We have no right to require nor do we require you to: (a) display NURSA™’s names, logos or colors; (b) wear a uniform or any other clothing displaying NURSA™’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide clinical professional services or otherwise engage in other business activities with a Facility.
  1. Mandatory Reporting. Each state may have mandatory reporting requirements that may require us to report any allegation or circumstance that is brought to our attention regarding unprofessional conduct. Despite any mandatory reporting requirements or laws that may exist, you acknowledge, understand, and authorize us to report any conduct that we may solely determine to be a possible or alleged violation of the rules of professional conduct for your discipline, licensure, or certification as a healthcare professional.
  1. Reassignment of a Scheduled Shift (Floating Shifts). If a facility requests that you be reassigned to another department or unit, you are free to accept or refuse that reassignment. When considering a reassignment request, we encourage you to use your best professional judgment, your comfort level, your competency, and your scope of practice to ensure your safety and the safety of others. NURSA does not require you to accept or refuse any reassignment request. If you choose to refuse a reassignment request, NURSA will not take any action against you. This is your voluntary decision.

However, in determining to accept or refuse any reassignment request, you acknowledge that you will follow any standard or requirement mandated by the Nurse Practice Act in your location, including but not limited to, informing the facility of any professional limitations you may have. You understand that this is not a request from NURSA but is to ensure your safety, the safety of healthcare workers, and the safety of patients.

  1. Clinician Representations and Warranties. In addition to the other covenants, obligations, and warranties as stated herein, by providing healthcare services as a Clinician on the NURSA™ Platform, you represent, warrant, and promise that:
  • You possess an active healthcare license that is in good standing and free of disciplinary action that would prevent you from providing healthcare services under your license.
  • You are authorized to practice within your scope of licensure or certification and have all appropriate licenses, certifications, or clinical competency to provide healthcare services.
  • You will perform your services unto a Facility under your applicable licensure, certification, or scope of practice as an independent contractor, retaining control over and responsibility of your own professional services.
  • You will perform your services for a Facility in a professional manner consistent with all regulatory or legal requirements.
  • You will not accept a posted shift through the app without the legal and proper licensure or certifications for that particular shift.
  • You have no felony convictions or pending felony charges in any state of federal court.
  • You have never been found to have committed abuse under any circumstance by a government agency or regulatory body.
  • You will not engage in behavior while performing healthcare services at a Listing Facility, or take action or inaction that may harm or threaten to harm the safety of patients, the NURSA™ community, or other third parties.
  • You agree that we may obtain information about you, including your criminal records or background checks. You agree to provide any further necessary authorizations to facilitate our access or obtain to such records during the term of the Agreement.
  • You authorize NURSA™ to disclose or share Your Information to comply with healthcare Facilities needs or requirements.
  • You authorize NURSA™ to disclose any of Your Information to comply with any county, state, or federal laws and healthcare screening requirements.
  • You authorize NURSA™ to perform background checks, searches and any other verification necessary to validate your ability and eligibility to work as a healthcare Clinician. These may include federal criminal checks, state criminal checks, county criminal checks, other state and federal checks, the System for Awards Management database (SAM),Office of Inspector General-State and Federal (OIG), sex offender registry, Medicare preclusion list, drug screenings, and other types of background checks or other verification.
  • You acknowledge that any healthcare service that you may perform as an independent contractor through our Platform is within your scope of practice and in concert with the authority and capacity you may act under your professional licensure or certification pursuant to law.
  • You understand that we cannot confirm any renewal status of your licensure or certification or hours worked under required supervision that may be required by federal, state, or local law. You shall track and record any information, documentation, or necessary requirements for your own licensure renewal, status, or other requirements as required by the appropriate licensing authority.
  • You understand that this Agreement shall not be considered a contract to work or a contract for employment.
  • You understand that NURSA™ also reserves the absolute and sole right to put a hold on your account or permanently prevent you from using our app or our platform for any reason it deems appropriate or that is in violation of law or this Agreement, however slight.
  • You acknowledge that if you experience any unexpected incidents, errors, occupational safety hazards, events, or issues that involve a Facility, patient safety, or other issues, you may contact the facility administrator, local authorities, nursing board, or applicable regulatory body to report. If you have any questions regarding any particular incident or circumstance you may contact Nursa at 5295 S. Commerce Dr., Murray, UT 84107, support@nursa.com, (801) 695-960.
  1. ADDITIONAL TERMS APPLICABLE TO LISTING FACILITIES

As a Listing Facility, we may from time to time enter into separate agreements with you providing additional terms or augmenting the terms and obligations outlined in this Agreement. The terms in a separate agreement are in addition to this Agreement and unless otherwise stated shall control when there is a conflict with this Agreement. This Agreement shall control and continue to be in full force and effect for any other term or obligation.

  1. Verification of Shift, Shift Reports, Clinician Competency. For all completed Clinician shifts scheduled through the NURSA™ Platform, NURSA™ agrees to document the Job ID, Clinician name, start time, end time, break length (if any), total hours worked, billing rate, and total dollar amount billed. This documentation will accurately reflect completed and verified (manual or auto) shift reports from the NURSA™ app. The Facility shall review and verify shift reports upon submission from a Clinician. In the event that shift reports are not reviewed nor verified by the Facility within 48 business hours, the parties shall accept auto-verified shift reports. Any auto-verified shift report shall be deemed accepted by the parties as true and correct.

Each Facility shall bear sole and exclusive responsibility to review and approve each Clinician’s credentials, i.e, professional licensure, status, professional qualification, background check(s), and any and all items that have been uploaded or that are lacking on a Clinician’s profile PRIOR to engaging the services of any Clinician. Although we conduct preliminary license/certification verification for a Clinician, it is the sole and exclusive responsibility of a Facility to ensure that a Clinician meets its standards, expectations, clinical competence, and legal requirements so that the Clinician may engage with the Facility to perform any healthcare services. The Facility recognizes, acknowledges, and understands that the determination of any competency of a Clinician is the Facilities sole and absolute responsibility and obligation. The Facility shall indefinitely indemnify and hold NURSA™ harmless for any issue, claim, cause of action, damages, or the like in any way whatsoever regarding the verification of a Clinician and its characteristics, licensure, or credentials, clinical competence, or professional qualifications, in any way. Any information provided by NURSA™ to the Facility on our Platform is provided only for the Facility’s own use in its internal decision, approval, and review of any Clinician. Unless required by law, the Facility shall not disseminate or disclose any information we may provide or that it may access by the use of our app, including but not limited to, any information or documentation contained in a Clinician’s profile, licensure, professional qualifications, OIG Exclusion Check, background check, abuse registry check, or any other information provided by NURSA™ in any way.

NURSA™ may make available on a Clinician’s profile the following information or documentation, including but not limited to:

  • OIG Exclusion Check
  • Office of Inspector General – List of Excluded Entities
  • Office of Inspector General – Most Wanted Fugitives
  • System for Award Management – Excluded Parties
  • Office of Foreign Asset Control – Specially Designated Nationals
  • Sex Offender Registry Check
  • Any State Background Check
  • Any State Registry Check;
  • National Criminal Background Check
  • Third-party Background check
  • License/Certification Status and Expiration
  • TB Testing and any Required Immunizations to include COVID-19 and Influenza.
  • Any other Credential, Documentation, Professional or Industry certifications, registration, or the like which may be uploaded or visible on a Clinician’s profile.
  • Any past disciplinary actions against you or your licensure/certification.
  1. Maintaining a Safe Environment, Instruction, Engagement with Clinician. As a Facility, you are solely responsible for maintaining all necessary records, instructions, forms, manuals and other written policies and procedures for efficient and safe performances of the Clinicians services to you. You acknowledge and represent that your facility is compliant with any and all Federal, State, or local ordinance, code, or law for the Facility, your building, and your employees. You acknowledge and represent that you will maintain your facility’s environment and operation in a safe manner consistent with industry standards and/or legal requirements. It is solely your responsibility to provide any necessary orientation to the Clinicians that may be required by your Facility or by law. You shall provide a safe and suitable place for the Clinicians to perform their duties and in compliance with all applicable statutes and ordinances relating to the health and safety of your workplace. You acknowledge that we do not control or have any oversight or control over any Clinician, thus, any risk of loss in any way is accepted by you entering into this agreement. Ultimately, it is your responsibility to ensure that a Clinician meets any and all requirements that you may require. You shall ensure that a Clinician providing you healthcare services in the appropriate setting and in conjunction with any specific policies or procedures that you may require. By accepting a Clinician’s request you undertake any and all responsibility for that individual. You acknowledge that if you experience any unexpected incidents, errors, occupational safety hazards, events, or issues that involve a Clinician, patient safety, or other issues, you may contact the local authorities, nursing board, or regulatory body to report. If you have any questions regarding any particular incident or circumstance you may contact us at 5295 S. Commerce Dr., Murray, UT 84107, support@nursa.com, (801) 695-960.

You understand that the Clinicians you engage to perform healthcare services are considered independent contractors. You also understand and recognize that the Clinicians are not employees of NURSA™. Your engagement with a Clinician is your own voluntary acceptance of their independent performance of healthcare services on your behalf. You further recognize that we have absolutely no control or oversight over any Clinician or how they perform any service for you.

  1. Reassignment of a Scheduled Shift (Floating Shifts). If you, as a facility, request a clinician to be reassigned to another department or unit, you acknowledge that the clinician is free to accept or refuse that reassignment. You further warrant that you will independently determine whether or not a clinician is competent and qualified to fulfill the requirements of the reassigned scope of practice. You shall also assume any and all risks regarding the reassignment in any way. NURSA does not require a clinician to accept or refuse any reassignment request. This is a clinician’s own voluntary choice. If a clinician chooses to refuse a reassignment request, NURSA will not take any action against them.

You also acknowledge that you will follow any standard or requirement mandated by the Nurse Practice Act in your location to ensure the safety of healthcare workers and the safety of patients.

  1. Charges, Pricing, and Invoicing. As a user of our platform you understand that usage may result in charges to you (“Charges”). Charges for clinical services, orientation, on-call status, and other applicable fees, tolls, surcharges, and taxes are generally set forth at the time a job opportunity is listed publicly on Our Platform by us, or by you. Price estimates for Listing Facilities can be obtained through the job creation process before publicly releasing the opportunity on Our Platform. Pricing fluctuates based on current demand, timing and other conditions. NURSA™ reserves the right to determine and modify pricing based on these same conditions among others. Pricing may also vary based on the type of service requested.

You are responsible for reviewing the current pricing on Our Platform and you are responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof. If you don’t recognize a transaction, then you can check and review within your account history. Any errors, omissions, or corrections contained in the invoice or to the Charges must be reported in writing to NURSA™ within 30 days of the service date. After 30 days, all Charges shall be deemed correct, accurate, and without objection. All Charges are facilitated through a third party payment processor (e.g. First Data, Stripe, Inc, or Braintree, etc). NURSA™ may replace its third party processor without notice to you. Cash payments are strictly prohibited. Your payment of Charges to NURSA™ satisfies your payment obligations for your use of the NURSA™ platform and associated services. NURSA™ may group multiple Charges into a single aggregate transaction on your payment method based on the nature of the Charges and/or the date(s) they were incurred.

  1. Late Fees and Default in Payment. If any portion of your invoice is not paid by the due date a late fee will be assessed and placed on your account. The late fee shall be the lesser of 1.5% per month of the unpaid balance (multiplied against your bill balance and compounded daily), or the highest rate permitted by law. You shall reimburse us for all our expenses we incur to recover such monies, including attorneys’ fees, collection costs, collection fees, court costs, and service costs regardless if the case is filed in a court competent jurisdiction, is settled prior thereto, is mediated, or arbitrated. If you fail to pay on time and NURSA™ refers your account(s) to a third party collection company, a collection fee will be assessed and will be due at the time of the referral to the third party. The collection fee will be calculated as the lesser of the actual amount required to pay a third party debt collection agency, or 33.3% of the total unpaid balance (including interest) at the time it is referred to a third party collection company. Daily interest shall continue to accrue indefinitely until the account is paid in full. NURSA™ has the discretion to assess and charge you any late fee. In the event that a late fee is not assessed it shall not be considered a waiver of this clause or to assess a late fee retroactively or in the future. You understand that NURSA™ reserves the absolute and sole right to put a hold on your account or permanently prevent you from using our app or our platform for any reason it deems appropriate or that is in violation of law or this Agreement, however slight.

We may also suspend your usage upon 3 days’ notice to you if any undisputed payment due to NURSA™ is past due, and such failure to pay will be considered a material breach of this Agreement. We will not suspend service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your service is suspended for non-payment, we may charge a reactivation fee. You will also promptly reimburse us for any expenses of collection, including costs, collection fees, disbursements, and reasonable attorney fees we incur, to the extent necessitated by your refusal to pay amounts that you are not disputing in good faith.

  1. Cancellation Policy for Facilities. Please review the cancelation policy for Clinicians that is outlined herein above for your reference. As a Listing Facility we strongly encourage you not to cancel on Clinicians. Cancellations without valid reasoning can hurt Clinicians personally and professionally. Our current cancellation policy is as follows:

You agree that Nursa reserves the right to implement, revise, and enforce punitive policies to protect the health of its platform, including but not limited to granting Nursa the ability to charge fees, restrict access, or other preventative measures at Nursa’s sole discretion. Including the right to charge facilities according to the below methodology regarding shift cancellations:

  1. Shift is canceled prior to 12 hours before the shift start time
  2. No penalty to the facility and clinician will not receive payment. The clinician is encouraged to search and request another shift.
  3. Shift is canceled within 12 hours of shift start time
  4. Facility will be billed a $99 cancellation fee and clinician will receive a $75 payment
  5. Shift is canceled after shift start time:
  6. Facility will be invoiced and clinician will be paid for time worked by clinician and 50% of the remainder of the scheduled shift hours.

You shall maintain commercially reasonable insurance policies for general public liability, property damage, and professional malpractice insurance. You shall provide documentation of said policies upon our written request.

You agree not to discriminate on the basis of race, color, sex, gender, age, religion, national origin or disability or any other status protected by federal, state or local laws.

In addition to the liability and other limitations described in Section V and VII, we expressly disclaim any liability or warranty with respect to (i) the actions and omissions of the Clinicians, whether resulting from their negligence or willful misconduct or otherwise, or (ii) their fitness to provide you with the desired services as the Listing Facility.

FOR CLARIFICATION,THE ADDITIONAL TERMS AND PROVISIONS BELOW
SHALL ALSO APPLY TO ALL PARTIES.

  1. TERM AND TERMINATION OF THIS AGREEMENT

These terms commence on the date you sign up for Our Platform. NURSA™ reserves the right to cease providing services for any reasonable business reason as long as we provide you with at least 5 days advance notice. NURSA™ reserves the sole and absolute right to put a hold on your account, prevent you from requesting any posted shift, or permanently prevent you from using our app or our platform for any reason it deems appropriate, is in violation of law, or is contrary to your obligations in this Agreement, however slight. In doing so, NURSA™ may terminate your access and use of the NURSA™ app at any time for any reason, with or without cause. Any license or use of our app is revocable at any time for any reason. We reserve the right to refuse the use of our app or services at any time and is solely in our discretion. You acknowledge that unless otherwise stated, you do not have any rights, title, or interest in any license to use our app.

Upon termination or cessation of your use of our app, we will stop providing service and access to Our Platform, and you will stop all use of Our Platform. Upon termination you authorize Nursa to automatically charge your credit card, all unpaid fees without prior notice to you. We may also suspend your usage upon 3 days’ notice to you if any undisputed payment due to NURSA™ is over 30 days past due, and such failure to pay will be considered a material breach of this Agreement. We will not suspend service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your service is suspended for non-payment, we may charge a reactivation fee. You will also promptly reimburse us for any expenses of collection, including costs, collection fees, disbursements, and reasonable attorney fees we incur, to the extent necessitated by your refusal to pay amounts that you are not disputing in good faith.

Even after termination or cessation of your usage of the Nursa app, all sections in this agreement remain the rights of NURSA™ to use and enforce.

  1. LIMITATION OF LIABILITY AND ASSUMPTION OF RISK

YOU ACKNOWLEDGE AND CONSENT THAT WE (NURSA™, INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AFFILIATES, SUBSIDIARIES, AGENTC, AND PROVIDERS) WILL NOT BE RESPONSIBLE OR LIABLE FOR (A) ANY DAMAGES TO OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS THE RESULT OF YOUR ACCESS TO OUR PLATFORM, YOUR DOWNLOADING OF ANY CONTENT FROM OUR PLATFORM, OR YOUR USE OF OUR PLATFORM (B) ANY INJURY, DEATH, LOSS, CLAIM, ACT OF GOD, ACCIDENT, DELAY, OR ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THAT ARISE OUT OF OR IS IN ANY WAY CONNECTED WITH: (I) ANY USE OF OUR PLATFORM, OR OUR CONTENT; (II) ANY ENVIRONMENTAL, UNSAFE, OR HAZARDOUS CONDITION (III) THE PERFORMANCE OR NON-PERFORMANCE BY US; (IV) THE PERFORMANCE OR ACCEPTANCE OF ANY PROFESSIONAL SERVICES PROVIDED UNTO YOU OR BY A CLINICIAN; OR (V) ANY ISSUE OR CIRCUMSTANCE THAT IS THE RESULT OR RESPONSIBILITY OF A FACILITY, CLINICIAN, OR THIRD PARTY.

YOU ARE AWARE AND UNDERSTAND THAT ACCEPTING/PERFORMING ANY SHIFT FOR PROFESSIONAL HEALTHCARE SERVICES OR ACCEPTING ANY CLINICIAN ON TO YOUR PREMISES FOR THE PERFORMANCE OF PROFESSIONAL HEALTHCARE SERVICES, MAY HAVE FORESEEN OR UNFORESEEN CONSEQUENCES, KNOWN OR UNKNOWN, INCLUDING BUT NOT LIMITED TO PHYSICAL INJURY TO YOU OR OTHERS, EXPOSURE TO ILLNESS OR DISEASE (MRSA, INFLUENZA, COVID-19, ETC.), DAMAGE TO PROPERTY, OR IN RARE INSTANCES, EVEN DEATH. YOU VOLUNTARILY ACCEPT THESE RISKS WITH KNOWLEDGE OF THE DANGER INVOLVED. YOU FURTHER ACKNOWLEDGE AND ACCEPT ANY AND ALL RISKS OF INJURY, DAMAGE, AND/OR DEATH, IN ANY WAY HOWEVER DERIVED UNDER ANY CIRCUMSTANCE. YOU HEREBY WAIVE AND RELEASE ANY AND ALL CLAIMS, HOWEVER DERIVED AND HOWEVER LABELED, IN ANY WAY AGAINST NURSA™ FOR ANY CLAIM OR DAMAGE AS STATED HEREIN.

  1. INDEMNIFICATION

Clinician and Listing Facility shall indemnify, defend, and hold NURSA™ and its affiliates and their respective successors and assigns, and each of their respective officers, directors, partners, managers, employees, stockholders, members, Contractors, attorneys, accountants, representatives, and agents in respect of, harmless against any and all claims, demands, causes of action, actions, proceedings, judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations, taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to enforce the provisions of this Section and amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses) (collectively, “Damages”) incurred or suffered by NURSA™ arising out of, resulting from, relating to, or constituting (a) any fraud, misrepresentation, or breach of any provision of this Agreement (including, but not limited to, the representations and warranties) by the Clinician or Listing Facility, or (b) any any negligent, reckless, intentionally wrongful act, or willful misconduct by Clinician or Listing Facility; (c) any failure of Clinician or Listing Factily to perform its duties or obligations hereunder or in accordance with all applicable laws, rules, and regulations; and (d) your use of our Platform or services.

  1. RESTRICTED ACTIVITIES AND USE OF OUR PLATFORM

You shalll not under any circumstance for yourself or for any third party, authorize, permit, collude, associate, or invite to: (a) allow anyone other than registered users to access and use Our Platform; (b) use any robot, spider, scraper or other automated and/or technical means or interface not provided through authorized channels by us to access Our Platform or extract data or gather or use information (c) impersonate or misrepresent your affiliation with any person or entity – this means that you under no circumstances can pretend you are someone you are not on Our Platform or in your conversations with any of us here at NURSA™; (d) reverse engineer any licensed software, application, or any other aspect of Our Platform or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of Our Platform; or take any action which might impose a significant burden (as determined by us) on Our Platform’s infrastructure, systems, or otherwise interfere with the ordinary operation of Our Platform; (e) remove or modify any proprietary marking or restrictive legends placed on the Platform; (f) frame any part of Our Platform, or link to Our Platform, or otherwise represent that you have a relationship to us or that we have endorsed you or your content for any purpose except as expressly permitted in writing by us to you; (g) use the Platform in violation of any Applicable Law or for any purpose not specifically permitted in these terms.

Further, you agree not to use our app for any unlawful purpose or any purpose prohibited under this Agreement. You shall not use our Platform in any way that could damage our Platform, the business of the Company, reputation, or our Intellectual Property. You shall not to use our Platform in any way, including but not limited to: 1) harass, abuse, or threaten others or otherwise violate any person’s legal rights; 2) to violate any intellectual property rights of the Company or any third party; 3) to upload or otherwise disseminate any computer viruses or other software that may damage the property of another; 4) to perpetrate any fraud; 5) to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme; 6) to publish or distribute any obscene or defamatory material; 7) to publish or distribute any material that incites violence, hate, or discrimination towards any group; or 8) To unlawfully gather information about others.

If at any time we consider that you are acting in a manner which is in breach of these terms, we may in our sole discretion, and with no prior notice to you, take whatever action is necessary to reconcile breaches of these terms. Should a loss of NURSA™ revenue be discovered, you agree to return that lost revenue immediately, and in full as determined by us.

  1. DISCLAIMERS

Nothing contained in this Agreement will be deemed to constitute either party as an agent or representative of the other party, or parties as joint ventures or partners for any purpose. We may assign our rights and duties under this Agreement without such assignment being considered a change to this Agreement and without notice to you. We may modify these terms, at any time, by posting notice on Our Platform. Your continued use of Our Platform, following the posting of notice of any modification will be subject to the terms in effect at the time of your use. Please review these terms periodically for changes.

  1. WARRANTY DISCLAIMER

NURSA™ EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND SECURITY AND ACCURACY, AS WELL AS ALL WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. NURSA™ MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY OBLIGATION, THAT: (A) OUR PLATFORM WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THE CONTENT WILL BE UP-TO-DATE, COMPLETE, COMPREHENSIVE, ACCURATE OR APPLICABLE TO YOUR CIRCUMSTANCES; (C) THE INFORMATION THAT MAY BE OBTAINED FROM THE USE OF OUR PLATFORM OR ANY SERVICES OFFERED THROUGH OUR PLATFORM IS ACCURATE AND COMPLETE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH OUR PLATFORM WILL MEET YOUR EXPECTATIONS. YOUR USE OF OUR PLATFORM OR ANY SERVICE PROVIDED BY NURSE SHALL BE “AS IS” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. YOU ACKNOWLEDGE THAT NURSA™ SHALL HAVE NO LIABILITY FOR ANY INFORMATION, CONTENT, OR MATERIALS PUBLISHED, DISPLAYED, OR OTHERWISE TRANSACTED ON OUR PLATFORM. WE DO NOT WARRANT THAT YOUR USE OF THE NURSA™ PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS IN THE NURSA™ PLATFORM WILL BE CORRECTED, OR THAT THE NURSA™ PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ANY LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE NURSA™ PLATFORM.

  1. FORCE MAJEURE

No Party will be liable for any failure or delay in its performance of an obligation under this Agreement that is due or the result of to any of the following causes but only to the extent that it is beyond its reasonable control of the affected party including but not limited to: acts of God, accident, riots, war, terrorist act, fire, flood, embargo,insurrection, strike,epidemic, pandemic (including Covid-19), quarantine, civil commotion, natural catastrophes, governmental acts or omissions, or changes in laws or regulations. Force Majeure shall not include a financial distress, the inability of a party to make or avoid a profit or loss, changes or disparities in market prices or conditions, or a party’s financial inability to perform its obligations hereunder. Further, the affected party shall use any reasonable effort to avoid or remove such causes if reasonably available

  1. BREACH

We have the right to monitor your compliance with the terms of this Agreement. If any such monitoring reveals that you have exceeded any usage limitations or otherwise are not using Our Platform in compliance with these terms, then you will remedy any such non-compliance within two (2) business days of receiving notice from us, including, if applicable, through the payment of additional fees. If we become aware of any breach of this Agreement, however slight, we reserve the right to refuse service to you for any reason and as stated in this Agreement. Your use of our app is voluntary and our allowance of your use is also voluntary. At no time shall this Agreement or our Terms of Use grant you an unconditional license in perpetuity or for any duration of time. Your use or any license we may grant is non-exclusive and revocable at any time for any reason as stated herein. We reserve the right to restrict, cancel, or revoke any license to use our Platform in any manner.

  1. MEDIATION/ARBITRATION.

In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to mediation.

If these resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Salt Lake County, Utah. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the following state of Utah. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property and Billing/Fees/Collection claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.

  1. ENTIRE AGREEMENT; MODIFICATION.

This Agreement (i) contains the complete and entire understanding and agreement of Contractor and NURSA™ with respect to the subject matter hereof, (ii) supersedes all prior and contemporaneous understandings, conditions and agreements, oral or written, express or implied, respecting the use of Our Platform or use of the app in connection with the subject matter hereof, and (iii) modification of this Agreement may be made by only us at any time which would constitute a new subsequent agreement.

  1. ASSIGNMENT.

Neither party may assign its rights or obligations under this Agreement without the other party’s express written consent.

  1. CAPTIONS.

The captions and headings are for reference and convenience only and shall not affect the construction or interpretation of any of the terms of this Agreement.

  1. SURVIVAL.

All provisions of this agreement shall survive any termination or expiration of the parties use of Our Platform or use of the app. The termination or expiration shall not adversely affect the rights or obligations of the Parties to the extent accrued prior to such termination or expiration.

  1. GOVERNING LAW AND CONSENT TO JURISDICTION.

This Agreement shall be construed according to the laws of the State of Utah without regard to conflict of laws provisions thereof. The parties hereby submit to the jurisdiction of the state and federal courts in Salt Lake County, Utah, and agree that said courts have the sole and exclusive jurisdiction over any and all disputes and causes of action involving such party that arise out of or relate to this Agreement or its performance despite any venue requirement by local statute or rule.

  1. SEVERABILITY.

If any provision of this Agreement is declared by any court of competent jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions of this Agreement, which shall be fully severable, and given full force and effect.

  1. WAIVER.

The waiver of a breach of any term or condition of this Agreement shall not be deemed to constitute the waiver of any further breach of such term or condition or the waiver of any other term or condition of this Agreement. Nothing contained in this Agreement shall be construed as prohibiting NURSA™ from pursuing any other remedies available to it for any breach or threatened breach, including the recovery of money damages.

  1. ATTORNEYS’ FEES.

If either party brings a legal action relating to this Agreement in any way, the prevailing party is entitled to receive from the other party all attorney’s fees, costs, and expenses incurred by the prevailing party. In the event the court determines that a party is a defaulting party under this agreement, then the non-defaulting party shall receive all attorney’s fees, costs, expenses, interest, incurred. This provision does not limit the court in any way to award other forms of relief to either party.

  1. REMEDIES.

In addition to any other available remedies at law, the Parties further agree to, without limitation, declaratory, injunctive, and equitable relief without special additional procedural requirements or delay in the event such should become necessary to compel fulfillment of this Agreement.

  1. NO CONSTRUCTION AGAINST DRAFTER.

The Parties each acknowledge that no rule of construction providing any ambiguity or uncertainty in the Agreement is to be construed against the dafter thereof, nor will it be employed in interpreting or enforcing the terms of this Agreement.

  1. FREE AND VOLUNTARY ACCEPTANCE OF AGREEMENT

The Parties acknowledge and warrant that they have read carefully, agreed to, and understood the terms of this Agreement prior to signing it, and that they have executed it freely and voluntarily after investigating all relevant information and facts relating to the matters and events referred to above, and satisfying themselves that the settlement is fair and equitable to them. The Parties acknowledge that they have accepted and entered into this Agreement without fraud, duress, or undue influence and that they are not relying on any representation, guarantee, warranty, or promise from any other Party in agreeing and accepting this Agreement other than those contained in this Agreement. The Parties represent, warrant, and agree that upon accepting and entering into this Agreement, they, and each of them, are not relying upon and have not relied upon any representation, promise, or statement made by anyone which is not recited, contained, or embodied in this Agreement.

  1. NURSA™THANKS YOU

We encourage you to share your comments and questions with us, however we may not be able to respond to all of them as quickly as we, or you would like. If we don’t reply please don’t take that personally. We’re excited to have you as a member of our community and are grateful for the work you do to improve patient lives every day. Be proud of who you are, and what you bring to the table. We’re grateful you’d take the time to make a suggestion that helps make us better as an organization.

Please note that we assume no responsibility for reviewing unsolicited ideas for Our Platform like, but not limited to product or advertising ideas, and will not incur any liability as a result of any similarities between those ideas and materials that may appear in future NURSA™ programs or content. Also, please remember that you are responsible for whatever material you submit, including its reliability, originality, and copyright. Please do not reveal trade secrets or other confidential information in your messages. Any and all rights to materials submitted to us become the exclusive property of NURSA™.

You acknowledge that you have read and understood this Agreement and its terms and obligations.

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